The Beast Within
by Sporkz
Summary: After the attack of a werewolf-like creature, Brainiac 5 starts becoming something...else. Cartoonverse. Rated T for violence and language. Pairings unravelled in story.
1. Chapter 1

Dawn light streamed around the many skyscrapers and buildings of New Metropolis. Street lights and neon signs shut off at the touch of morning. Floating billboards dimmed slowly while car traffic continued, unaffected by all this.  
Brainiac 5 slammed his fist down on the snooze button of his alarm clock. It was too early for annoyances. He thought this every morning, praying that no one would be up yet so he could have some morning peace before daily hell broke loose. Brainiac 5 threw off the covers of his bed, stepped out and stretched. "Good morning COMPUTO. Lights." His near-pitch-black room lit up at the command.  
"Lights turned on." said his own voice in a more robotic tone, but no one had spoken.  
"Thank you COMPUTO." Brainy yawned, stripping from the clothing he had worn the night before and putting on identical yet clean clothing- his 'uniform' for being in the Legion of Super Heroes. With one last silent pray that wasn't really aimed at any god or superior being, as Brainiac 5 was a pure athiest, he unlocked his door by command and left the small room that held the bed he plopped on for much-needed rest every night.

His footsteps echoed through the empty halls as Brainy made his way towards his lab. No one around to say anything amazingly stupid to anyone, especially him, no constant arguments between two idiots, and no blasted horror movies nor the smell of wet pants. Brainiac 5 paused at the opening to a large room filled with screens that varied in size and shape. In the center was a raised semi-circle that was the control panel for everything in the room. Leaning on a chair in that semi-circle was the back of a bald tangerine-orange-ish head.  
Brainy rolled his eyes. Chameleon Boy had been put on the night shift again, probably as punishment for ticking off his superiors...again. And he would probably have more if Cosmic Boy, the 'leader' of the Legion found Cham sleeping on the job.  
"COMPUTO, screen one, News channel. Volume twenty." Querl said, pulling back a strand of blonde hair behind his ear. He was already far down the hall when he heard a screen turn on with a person talking in a loud voice. Then he heard the scream of the younger legionnaire. Almost chuckling to himself, he opened the door to a room filled with equipment, and stepped in.

**Author's Note: **Yes, I know it wasn't long. The other chapters will be longer, really. And no, this is not a BrainyVi story. Sorry, but isn't there too many of those already? Yeesh. This is also a werewolf fanfic. Werewolves are awesome, and Brainiac 5 deserves to be one because...uh...it's fun. I've had this idea in my mind for so long...I'm happy to finally put it down in words.

**Disclaimer: **I own the characters Espia Darr, Darklight, Patch, and Spark Girl/Fire. All other characters are owned by DC.

**Also: **This is a sort-of alternate universe fic. In a sense. It's cartoonverse, really, but there'll be tweaks and changes. Like Brainiac 5's flesh and bone(and this is supposedly post first season pre-second season)

More reviews more chapters quicker

**'Til then, Sporkz**


	2. Chapter 2

"No, your _other_ left!" Patch shouted, dodging a blast of harmful energy. Her caramel gaze was trained on a smaller white-that-faded-to-black-haired girl below.

"Ack!" Patch's partner kicked a Scavenger. "Sorry!" She raised a hand that had a white glow that rounded into a ball shape and shot a white line of energy at the enemy that was fighting her friend.

Patch grunted then called back, "Thanks." The gray-skinned girl slowly hovered towards the ground before landing. She looked up at a window above them. "Okay, Elphaba, we're done."

Brainiac 5 mumbled at the nickname, contemplating turning the simulation up a level. In another moment, he decided against it and switched it off. He watched as the simulation of the front of the Legion Headquarters and remaining Scavenger goons faded away, revealing a metallic blue room. Brainy listened as COMPUTO reported their score, stats, and if they met their training goal or not. He wasn't surprised to hear his voice echo through the room saying that they didn't.

"Thanks Brainy!" Darklight called, pulling back a strand of white-and-black hair. She turned her head, glaring at Patch to keep her mouth shut. Patch was surprised that her friend was defending Brainiac 5 from another _Wicked_ nickname.

"Uh...what she said." Patch said loudly, grinning at the echo she made. Patch pulled Darklight behind her as they exited the Sim Chamber, intent on making a big bowl of food.

Querl rolled his eyes, almost thanking the Gods above(that he didn't truly believe in of course) that they were gone. In a minute, he had shut just about the whole room down. Brainy stood from his chair and walked out of the control room, blinking at the harsh lights of the long hallway. He was in dark rooms too often, it seemed. The blonde Coluan strode towards his lab for the maybe third time today. He had left once to pretend to be alarmed that Chameleon Boy had been awoken by a 'phantom TV' as Cham had called it, and once more to help the year-old legionnaires with training that had just gone to do whatever teenaged girls do. Brainiac 5 felt proud of all the things he made and worked on in here. He rarely felt a really positive feeling towards anything(except Superman), and it was a good thing that he enjoyed his job. After looking over his current projects, he went to work, hopefully to finish at least one of them.

It had been a few hours since Brainiac 5 had started on a mecha suit when an alarm went off, surprising him enough to hit his head on its underside.

"Ow...dammit..." Brainy hissed, rubbing his head. He cursed himself for doing something so stupid to himself. He had a 12th-level intellegence for Gods' sake!

"Guys, we've got something big going on at the old warehouse in Old Metropolis. Every available legionnaire report to the...lobby! Yeah, lobby." Chameleon Boy reported over the intercom; there was no mistaking the voice.

Reluctantly, still rubbing his scalp, Brainy made his way to the room, seeing a small group of people and a black-haired young man standing before a large screen at the back of the room, facing them. "Okay, as you know by now, there's been a break-in at _one_ of the old warehouses in Old Metropolis." Cosmic Boy said, secretly trying to make the younger legionnaire look bad. "And it's not the Scavengers or anything that seems to want anything."

"Then what is it?" Phantom Girl asked, seeming to have magically appeared next to Brainiac 5. He looked up at the raven-haired 'princess', not surprised to see she looked bored.

Lightning Lad came up next to Cosmic Boy. "It seems to be some sort of large creature, from a report we got from the Science Police. Of course, we didn't get a lotta info on it, because, you know, we're their 'enemy number one' and stuff. For all we know it's something that escaped a zoo."

"In any case, we should proceed with caution." Cosmic Boy glared at the senior legionairre next to him. "Brainy, we'll need some nets, if you have any."

He nodded. "I'll get some on the way out."

Cosmic Boy nodded back. "All right. Lightning Lad, Phantom Girl, get the ship ready. Cham, Patch, go with them, make sure there isn't any damage." Brainiac 5 ground his teeth at the comment. Couldn't the Legion's oh-so-great leader trust him with mechanics? What a douche. "Darklight, get the nets with Brainiac 5."

Now Brainy could almost groan. He didn't need some newbie to help him! Brainiac 5 dodged the other legionnaires as they passed him to do their duties. He waited until Darklight was next to him, looking excited. Atleast _someone_ did. "Okay then," he sighed, already going at a fast pace. "Let's get this over with."

Somehow, she was able to keep at his pace the whole time, from the lobby, to the lab, and to the ship. He didn't speak to her, and only looked at her once. The teen seemed to be blushing, but Brainy didn't know why, nor did he care. For a moment, he contemplated asking, but thought it would only waste time.

The ship ride was just about like every other, not quick enough, everyone talking about things that didn't really matter...actually, it was just like every other on-Earth mission that had more than three people on it. He ignored the world and thought about what he had to do to complete the mecha suit before his next shift. His train of thought was interrupted as the ship landed, causing a short shaking on board.

Darklight fell onto Chameleon Boy, and everyone watching started to laugh, including Darky and Cham. Brainy rolled his eyes and noted that they hadn't been on many missions that included small ships that didn't take landings too well.

As quickly as he could, he stepped onto land, and looked at the scene before him. Broken boxes, pieces of metal, a whole warehouse destroyed not too far away. He heard the sound of growling. Brainy eyed another warehouse that had clearly been broken into.

"Wow. That must be some...thing." Patch remarked, picking up a clawed up piece of wall behind him. She looked up at Lightning Lad. "Now what?"

"Simple." he replied, looking battle-hungry. "We fight!" He ran past Brainy, soon followed by the others.

"You sure just running in is the best idea, Garth?" Phantom Girl called, following reluctantly.

"It can't be that bad! We beat the Sun Eater, right? Besides, we've got nets, so it shouldn't take too long anyways. One good zap and it'll probably be stunned long enough to get trapped."

"That was probably the smartest thing I've ever heard him say." Brainiac muttered. Phantom Girl laughed at his remark. He wondered if she knew it was sarcastic.

He watched as Lightning Lad gave further instructions in case his idea didn't work, and everyone, including Querl himself, nodded at it. At Garth's signal, they all followed into the dark warehouse, lighted by the sunlight that shone through the claw-holes. "It might have been smarter to bring Timber Wolf along on this mission." he said just loud enough for Lightning Lad to hear.

"But he's still with Shrinking Violet and Dream Girl on Shiran Guule." Phantom Girl whispered back. Of course she'd know where Timber Wolf would be, they had been going out for a few months now.

Before anyone could reply, a large creature leaped out of the darkness and landed before the small group. It growled and paced before them. The thing reminded him of Timber Wolf when he was a 'thing' himself, except this one looked more lupine. Its muzzle was longer, and its lower jaw wasn't as heavy. Both sets of limbs were well-muscled.

Lightning Lad shot lightning from his hands. The blue-ish bolts hit their target, but seemed to have little effect, other than pissing it off and causing it to run forward push him over, slashing him while doing that. The red blood gleamed on its right-handed claws as it tried to attack Phantom Girl as well, but was hit with a pitch-black ray of energy.

Brainy looked to see that Darklight had thrown the shot with her powers, and was charging for another. Chameleon Boy had already gone into a form that was not unlike the monster they were dealing with, and charged at the brown-furred thing, barreling it over and starting a fight. Cham was obviously smaller than his enemy, and was thrown off in a few seconds, hitting Phantom Girl, who had been attending to Lightning Lad's wounds.

He ran over to Darklight, mad at himself for not joining in earlier. While Brainiac 5 couldn't do much more than temporary force fields and hand-to-hand combat, it was better than nothing.

The wolf-like creature growled, turning its back on wolf-Cham, who was staggering to his feet. It padded closer, barking and emitting more growls at every move of Darklight's.

"Where's Patch?" he asked the girl next to him.

"She was put in charge of the ship while we're gone." Darklight replied, looking tense if not worried.

"Great." Brainy grunted. They wouldn't have time to call for back up; their enemy could pounce any second and do some bad damage while their guard was down. "All right, then, keep fighting." He took on a fighting stance.

Wolf-thing didn't seem to be interested in the Coluan boy, and as soon as he realized that, it sprang at Darky, claws out, mouth open, ready to do something serious. While it went against his better judgement, Brainiac 5 pushed Darklight out of the line of fire, and swiftly met piercing pain in his shoulders. He hit the ground headfirst, groaning as sharp daggers cut through his skin. He could feel the blood trickle into his open palm. Brainy could only scream in pain, also hearing Darklight scream, and the sound of a roar. His eyes opened for a moment, and he noted that the Wolf-thing had a tangled mess of hair on its head, and that it had a tail that was wagging. He then blacked out, slowly and painfully.

Chameleon Boy was in pain. The creature they had been fighting was a good fighter. But he couldn't give up now. Lightning Lad was down, Phantom Girl was injured, Darklight seemed to have a few cuts herself, and Brainiac 5 was going to be dinner if he didn't do anything. With the last of his strength, Reep barrelled at the busy wolf-monster, knocking it off of Brainy and giving it a good few bites and scratches before it threw him off again, causing him to return to normal form. He stood up, shakily, as Darklight supported him, one arm out, hand open and controlling a force field that had been put around the yellow-eyed, blood-soaked furball. Cham could hear his friend wince in pain every time it attacked the barrier. As quickly as his tired arm could go, he pressed his communicator belt buckle. "Houston..." Cham winced. Even his jaw hurt. "We have a problem."

**Author's Note:** I _told_ you it'd be longer! I think the action could've been better, but I had to fit the whole fight and stuff in one chapter. Just had to. Thanks for all the reviews! Keep 'em coming! I swear, five reviews is a new record for me. This is actually a new account of an old user. I had and account called Glitch-girl that I basically abandoned. I had to let it die peacefully, and start a new account. I just...had to. (sigh) It's complicated.

So, I hope you enjoyed this chapter. I'll keep writing, you keep reviewing! Just had to put that there...dunno why.

I guess now I should answer some questions and comments, eh? (Yeah, I feel a bit random tonight, please excuse that)

No romance? Who told you that? I just said it wasn't BrainyVi. Naw, I'm kidding. Kinda. (laugh) There will be some pairings, but this fanfic isn't completely based on romance. There could be some, but not a whole lot.

I'm not gonna say if Mar Londo is gonna be involved or not...that's my little secret for later. Ha ha...yeah, I know I suck. Sorry. (sweat drop)

Please don't do multiple reviews unless you really _really_ want to. Hey, if you really want another chapter right away, knock yourself out. Just...not literally.

Also, I'd like to let you know I'm going to post songs in my 'A/N' section from time to time. Sometimes it'll have to do with the story or a character(in my eyes), or not. It depends. I just love music. I don't know when I'll post something, but messaging suggestions is always okay. And there's a certain Three Days Grace song I'll probably have in here sometime soon. (chuckle)

Well, that's enough rambling from me for now. Again, hope you enjoyed it, keep reviewing, keep reading(and vice versa), and keep an eye on those wasps.

**'Til then, Sporkz**


	3. Chapter 3

Brainiac 5 stood before the mirror for a long time. His eyes were only for the injury on his shoulder. He slowly touched each scab from the teeth that had sunk into his skin only a few days ago. Everything else had healed; even a cracked rib he had recieved from the weight of the attacker and the concrete floor. It didn't make sense. Lightning Lad had long scabs from the Wolf-thing's claws, Darklight had some cuts on her face that must've come from the creature as Brainiac 5 himself pushes her out of reach, and Phantom Girl had sustained some bruises. Only Cham looked like he had healed the most, as Durlans were swift healers.

_But a cracked rib? _he thought, turning to his bed. _Even today's **best **technology can't heal something like that in less than two weeks. _Brainy doubted that he himself could make something that could fix a rib in under a _week_. While contemplating this, he pulled his uniform shirt on.

As the day went on, people kept looking at him as if he was going to fall over dead in the next three seconds. It irked the Coluan to no end. By nightfall they kept their distance, as Brainy had given green-eyed glares and an inhuman growl to each and every one of them. Even Cosmic Boy left him alone. But his anger didn't seem to completely disappear, even after working on the mecha suit without any distractions.

Brainy was satisfied with most of the finished wiring of the underside of the mecha suit. He was just about done with the whole thing. Unexpectedly, the lab door opened. He grunted. Who would be stupid enough to try to approach him after it was obvious he was in a bad mood? He slid out from under the robot.

"Oh. It's you." His voice sounded dead.

Darklight nodded, obviously chewing her lower lip. For some reason, Brainy felt the feelings of nervousness and happiness, but not as his own feelings. He tried to ignore this, even though it had creeped him out.

He went back under the machine, getting beck to reality. "Is something on fire?"

"No." she replied.

"Is there an attack?"

"No."

"Is anyone important needing my assistance?"

"No."

"Then why are you here?" Brainy asked, putting on his goggles and started wiring again.

"I...wanted to to thank you and apologize." Darklight murmured.

With his fingers on two wires, he hesitated. "...Why do you want to do that?"

Suprise pulsed through him. "Because you saved my life...and all I did was let you get hurt." she returned, her voice raised for the first time in his presence.

"Oh." His voice was dead again. He put the wires together and pushed out from under the mecha suit again. "Well, it's not like I could just let you stand there and get mauled. It's just something a legionnaire does for others automatically after a while." Brainy said, meaning he would've done it for anyone. "However...most people don't actually come into my lab and thank me and apologize." he shrugged mentally. "...Thank you. And you're welcome." Brainy went back to work, trying to ignore the feeling of relief and happiness that attacked him. Then a thought struck him. Could those feelings be Darklights? But...how could that be possible? All she could do was make force fields and beams. Nothing else, as her file said. But then...

Knowing that Darklight had left, and that few people were up now, Brainy left his robot unfinished and went outside for some air. He leaned against a railing, looking at the sky. A full moon peeked above the clouds. He watched it for a few more moments, thinking about what happened when he had spoken to Darklight. But...when he had rebuked everyone else, hadn't he felt something then? Barely, but he did feel something. Fear, anger...along with his own feelings. But...how?

Before he could think about anything else, pain shot through his entire body. Querl pushed away from the railing, and fell onto his knees, palms planted in front of them. His widened when his arms, the lanky things that they were, started swelling. He bit back a scream, as he was unable to move, and the best he could do was close his eyes, but he didn't want to. His sleeves ripped to shreds, as did his fingerless gloves. His hands joined in on the swelling, and his fingers stretched out. The fingernails cracked apart as black claws erupted out of his skin.

He looked back when he heard ripping from behind, and saw a foot stretching, toes swollen and clawed. Brainy could only guess the same was happening to his other foot. He felt the bones in his legs adjust, but it didn't feel as bad as he expected. Then, the pain ebbed, and he could feel very little remaining. Slowly, he tried to stand up, almost falling over the first time. It seemed his legs could barely support the weight of his arms. Brainiac 5 looked down, cringing at the fat wolf-like toes, and cringed even more at the overly-muscled arms that almost touched the ground. _What's happening to me? _he thought, officially scared. The taste of blood touched his tongue, and he ran it over his teeth. He realized his teeth were sharpening, and he hadn't known it. The blood was his own.

His skin was able to aid the other parts of his transformation, save the nails, but what was happening to his teeth was doing a number on his gums...and salivary glands. It disgusted him that so much saliva was filling up in his mouth...if any more was made he'd have to open his mouth and drool for the first time in his life.

The Coluan boy quit caring when a sharp, sudden shot of pain in his spine caused him to fall back on the ground. A gurgling sound emitted from his throat as his spine painfully popped out of place, fitting itself with his new anatomy. His jaw and nose pushed out from his face, coming together and creating a muzzle before his eyes. Brainy looked down to see blonde-yellow fur spreading all over his arms, and going beyond to his shoulder blades, then his torso. The last of his uniform tore off at all the pressure his transformation was causing. Something shot out of the end of his spine at that moment, and Brainy looked back to see a tail waving slowly.

And then...all the pain went away, leaving Brainiac 5 panting, salivating(a little), and, to his horror, almost completely changed. All he had left no was his concious and intellegence.

**A/N: **Aaand cut! That's a rap. Well, this one was kinda short. Sorry. (sweatdrop) And I know you're all going 'Hey, I see romance! You betrayed me.' I admit, I'm trying to create a _friendly_ relationship between Brainy and Darky. I didn't add my OCs for nothing. Sorry if I screwed something up for you guys...really, I am. (sigh) But I tried! Especially the transformation part. That was honestly a bit hard. I've seen nine or so werewolf movies: _Cursed, Teen Wolf, Teen Wolf Too, The Howling, Howling V: The Rebirth, Howling VI: The Freaks, Gingers Snaps 2, _and my favorites _An American Werewolf in London _and _Ginger Snaps_. _American Werewolf in London _was the best I've seen, as it went far past my expectations(it's from 1981) with the story and transformation sequence. Really good. _Ginger Snaps _was darker, and had more cursing to it, but the transformation sequence and how it was executed was pretty good. These two movies are very different from each other, which is a good thing, too. I loved 'em both.

Anyways, since you guys are such good, faithful reviewers, I'm gonna post the Three Days Grace song that I deem the Best Werewolf Song Ever:

_I can't escape this hell_

_So many times I've tried_

_But I'm still caged inside_

_Somebody get me through this nightmare_

_I can't control myself_

_So what if you can see the darker side of me_

_No one will ever change this animal I have become_

_Help me believe it's not the real me_

_Somebody help tame this animal_

_(This animal This animal)_

_I can't escape myself_

_So many times I've lied_

_But there's still rage inside_

_Somebody get me through this nightmare_

_I can't control myself_

_So what if you can see the darker side of me_

_No one will ever change this animal I have become_

_Help me believe it's not the real me_

_Somebody help tame this animal I have become_

_Help me believe it's not the real me_

_Somebody help tame this animal_

_Somebody wake me from this nightmare_

_I can't control myself_

_Somebody wake me from this nightmare_

_I can't escape myself_

_This animal This animal_

_This animal This animal_

_This animal This animal_

_This animal_

_So what if you can see the darker side of me_

_No one will ever change this animal I have become_

_Help me believe it's not the real me_

_Somebody help tame this animal I have become_

_Help me believe it's not the real me_

_Somebody help tame this animal_

_This animal I have become_

Song 'Animal I Have Become' copyright Three Days Grace.

Keep reading and reviewing please!

**'Til then, Sporkz**


	4. Chapter 4

_I must be dreaming. Nothing else could explain this. Something like this isn't possible..._ Brainiac 5 thought, having retreated to an alleyway to think. No one could see him like this. Whether he was noticed by his teammates or the Science Police, it wouldn't end well. He was scared of what was going on with his body, and his mind. Brainy had felt faint pulses of the feelings of each person who had passed his hide away, oblivious to him and his beast-like form. The strangest part was that he could quickly identify each feeling. He shivered and whined. While he had a pelt of blonde-yellow fur, the same shade as his hair, it wasn't very thick. It had started raining briefly after he transformed, and it had stopped only a few minutes ago. He was cold and wet, surrounded by darkness and thought that it would be stupid to even try to return to the Legion Headquarters. There was a chance COMPUTO wouldn't recognize his DNA and would turn on the defense systems.

All the odds were against him. But...he didn't want to hide in the smelly alley for too much longer. He didn't have much room in the narrow place; Brainy had grown a foot or two. His arms were not longer nor thicker than his entire body anymore.

After a few more minutes, Brainiac 5 slowly returned to the main streets. He was on guard, listening and sniffing for any sign of danger. No one was on the walkway, and all establishments were closed. Any lights on were back-ups that stayed on every night to discourage robberies. As if theives were that stupid.

Passing stores and clubs, he scented meat. He quickened his pace, realizing he was famished. At the end of corner was a small butcher shop, meat hanging in the window in an old-fashioned way. A sign above the door read 'Best Meat You'll Ever Have'. _A strange name for a small place like this_, Brainy thought, eyes going back to the hanging pieces of dead animals. They looked so good...and he needed something to eat so badly...

Without another thought, glass shattered, and a leg of a cow was torn off the rack. In a second, most of the meat was already down Brainy's throat. He ate as if starved. It didn't take long before all bones were on the floor, clean. He thought he had never had anything so good in his life.

Pieces of glass had spread all around Brainy, gleaming in the moonlight, daring him to try to find his way out without cutting his feet. As if in reply, he growled. He then realized that he had broken into a place with silent alarms, just to eat. It felt like his moves were getting stupider and stupider by the moment. Or...was he just losing control? Would he have been able to hold back? No. And he couldn't convince himself otherwise. He was turning into a mutated wolf, not only in body, but in mind as well. A degenerating mutant that could sense thoughts, of all things. How would that be helpful in the long run?

The smell of ship-fuel caused Brainy to cough, and look behind him. A Science Police car was speeding towards him. He stood and turned, ready to flee. The last thing he wanted to do was alert the authorities! _But...it's not the Legion._ Brainy realized, hesitating.

That gave the two cops enough time to land and start shooting, hitting the werewolf at least twice in a row. It didn't hurt like it would if he was a humanoid again, but it felt like a person was jabbing him with a pole each time he was shot. He dodged a few, and almost made it out the side window, one of the Science Police hit him in the back one too many times.

Brainy's 'human' side was basically put in stand-by mode. He couldn't even stop himself as he turned towards the advancing officers and launched at one.

One of the police screamed in agony as his claws cut through her armor, moving to her unprotected neck and quickly destroying blood vessels that were connected to her brain. After knowing she was too close to death to be able to do anything about it, he got off of the fallen officer.

Something that felt like a thorn shot into the back of his arm. Brainy raised it, and looked at the contraption that stuck to his arm. His 'human side' surfaced long enough to realize it was a tranquilizer. With a growl of rage, he yanked it out, turning towards the other cop in time to have two more hit his chest.

Brainy didn't hesitate to attack and give the other officer a swift and painful death. He jumped out the window, sprang off the top of the police cruiser, and started hopping around rooftops towards the Legion Headquarters. Brainy didn't know why he was doing this, but there was nowhere else to go to now, other than turn himself in. He bit his tongue, trying not to think about the murders he just committed, nor remember how wonderful the blood smelled and tasted.

The world before him started to blur. Before long, he lost his footing and fell onto the ground with a thump. With the tranquilizers paralyzing him, all he could do was fall unconcious.

**Author's Note:** I finally finished it! It felt impossible, as I had to throw away lots of ideas for this chapter. I really wanted something action-y, something that Brainy would hate himself for and feel guilty about later. So...he killed some cops. It seemed the Science Police would be the only people that could really be stupid enough to shoot first, tranquilize later. Something like that.(sweat drop)

And there's something I need to clear up. It seems that everyone believed in the beginning there was going to be no romance, or at least revolve around it. That was true, but somehow some people thought I don't like romance. I didn't know that! Where was my memo? I love romance, I just don't like BrainyVi stories, so I won't write them. And if there were any real die-hard fans of the BrainyVi thing that wanted to read Brainiac 5 turning into a werewolf and Shrinking Violet would save him or something, they weren't gonna get it. If you want to make a Brainy-werewolf fic that's BrainyVi, go ahead. Just don't copy off of me or anything. I'd be likely to read it if werewolves are involved. Okay? Okay.

Now that that's cleared up, keep reading and please review whenever possible!

**Til then, Sporkz**


	5. Chapter 5

The rest of the night flied by, leaving Brainiac 5 undisturbed. Nothing approached him, not even the rats. Even they knew there was something wrong with the strange animal.

A little before dawn, he started to shrink. Fur slid back into his green skin, the claws shrank back into his fingers. Bones shifted, muscles dissolved. By the time he had awoken to the sunlight beating down on his eyes, he was physically humanoid once more.

Brainiac 5 groaned, rolling away from the sun's rays. He sat up and pushed himself to his feet. Instantaneously he felt a wave of nausea, and clasped the lid of the dumpster next to him. "Ugh..." Brainy groaned, begging himself not to throw up or pass out. _My gods...why do I feel this way? _he asked himself.

And at that moment, he remembered everything that had happened the night before. Brainy groaned, his mind becoming less and less groggy. "It wasn't a dream." he muttered to himself, leaning against the dumpster. His intellegent side quickly went against it, giving him thoughts of hallucinations, insanity...dreams...

But Brainy pushed those thoughts away, and his realistic side didn't push back. He could agree with himself that he was a monster on one fact: he rarely remembered his dreams. He looked down. Brainy groaned. Nor would hallucinating leave him...naked. He was torn between growling at himself and sighing with relief that he was no longer furry. _No one can find out about this. _he thought, looking around. _But I can't go back naked. I'd never hear the end of it. _So, he opened the dumpster, and scavenged for the most-clean clothing in it. It took him a while, as the whole place stank and most of the things he found didn't only stink, but looked horrible.

Eventually, he came out of it with a black body-suit with a thick purple rim around the neck that went down to the legs. He also found some black boots that fit him perfectly, as did the suit did.

Looking straight ahead, Brainy trekked back the the Legion HQ in the quickest manner possible that didn't look unnatural. The Coluan teenager heared growls every so often. Some species could scent him. He shuddered and doubled his pace.

A whole group of legionnaires looked at him when he entered the building. Most of the legionnaires that had been around the day before were still there.

"Well, speak of the devil." Patch said with a smirk on her face. She was leaning on a chair, while everyone else was on a chair.

"What happened to _you_?" asked Phatom Girl, noticing the stains on his new-ish clothing. "I mean, the colors suit you, but...ew."

Brainy sighed. "It's...complicated." He wanted to escape all the questions that bombarded him along with the emotions of confusion and relief.

Lightning Lad spoke up next. "Did you hear about the Science Police offers that were attacked last night?"

"They were like, flogged." Phantom Girl added. "Since COMPUTO said you had gone before they were killed, we started to get a leetle worried."

"What's with the get-up, anyways?" Patch couldn't help but ask, still with that annoying smile on her face.

Brainiac 5 did his best to act confused. "Hmm. I didn't know about that. Well, COMPUTO must be malfunctioning. I left at maybe six o'clock stantard Earthen time to...order some things? The recording program is still pretty new with COMPUTO. I'll check it later." Without looking back, he escaped to his room.

Brainy barely did any work on his projects during the day. Once he had another uniform on and the dumpster-clothing was in the wash(for some reason, he refused to get rid of it), he paced around his lab, trying to understand what was going on with his mind and body. It took a while to really accept that he was indeed a monster, a 'thing' like what he had faught not that long ago. It took a little longer to accept that he could really feel peoples' emotions. It made no sense as of why he obtained the ability. "As if hearing everything going around in the whole building and smelling everything else was bad enough." he muttered. Brainy sat down. Could there be a cure for his new state? Maybe. And if the creature he had battled was in the same state as he, maybe, just maybe, he could get answers. He stood up again, pulling back a rebellious bang from his face.

With a small ship, he landed at the Earth Detention Center. The place was a few steps down from Tacron Galtos, and there was one on every planet that was part of the United Planets. Within the first five minutes of his arrival, Brainy could name ten things that made it a small-time prison. Even Alexis could probably escape from this place with ease.

Looking at the directions he was given, he walked to a cell that didn't have a window in the door. It was a room close to maximum security, to the EDC standard, at least. A guard let him in, but didn't follow the legionnaire. All he did was close the door behind Brainiac 5.

It was another hallway. A _narrow_ hallway. Brainy could see the door at the end of it. After scanning for anything else in the dim light, he strode through to the next door. He put a small card in a slot, and the new door made a bell-sound and opened when he took the card back out.

He stepped in, and shielded his eyes. The room was a blinding white. From a glance, it was hard to tell the ceiling, floor, and walls apart. It was large, too.

In the corner sat a girl, head against the wall and facing the other way. She turned and looked at Brainy with cold yellow eyes. "So, the Legion sends the runt. I feel so honored." he heard her mutter. She stood up, tall and with very little body fat; it could be considered sickly thin. Brainiac 5 walked over to her until they were a few feet apart.

Querl felt her hard gaze examine him. "Are you the one who was attacking an old warehouse not too long ago?" he asked, his new abilities somehow not picking up anything from her; it was as if the gray-ish female didn't exist except to his eyes.

"I think I did." she replied hoarsely. The girl cocked her head. "I think I remember you...I thought I killed you. Mmm. Can't win every time I guess."

"What did you do to me then?" Brainy asked, trying to stay calm. So she _was _the one at fault for this. He wasn't surprised that she didn't care about it, but it seemed she had been in control the whole time.

She shrugged. "I guess I infected you. Which...probably isn't good on my end..." Her yellow eyes widened at her last comment. "Excuse me for any stupid thing I say. They've got me sedated, and it sucks hard."

It didn't seem that obvious to him. He had seen plenty of drugged people, and none of them could stand so easily, if not stay completely still while up. "And is there a cure?" His green eyes were full of threat.

"For Lupus Sapien Disease? No. Besides, if there was, it'd never be used on me." She then cackled. "No one would want to heal any of Espia Darr's wounds, now would they? Should've killed me when they could! The fools." Espia looked straight into Brainy's eyes and changed from a twig to a brown werewolf in less than a minute. Her clothing floated the the ground in pieces.

He took a step back. He had barely seen her change at all! His own change the night before was slow, painful, and had to have been obvious. Brainy growled defensively.

Espia fell onto all fours, and began circling him. "I can smell your fear. You have a lot of it, huh, Coluan? In fact...you smell a lot like someone I was sent to kill a long time ago...a very long time ago. Unfortunately, back then, I wasn't very experienced. I guess Coluan's are too intellegent for their own good. It was a good amount of money lost, too. For the head of...what's her name? Brainiac 4? Something like that..."

Before Brainy could even try to push away the fury he felt at the information, he heard his pants rip, and the pain fell over him again. "Great gods..." He fell on one knee, at the mercy of his transformation.

"So I was right." Espia smiled, then lunged at him. So it had been a trap. But how did she know...?

He howled in pain as she landed on his back and pulled her claws through his skin. With the little energy he had while his face was turning into a muzzle, he was barely able to push her off.

The brown wolf yelped in surprise as she fell off, and snarled in anger. "Let me finish what I started, mutt."

"I...won't...let you." he panted, his transformation done and the pain was fading. However, the fresh wounds stayed.

"Are you jesting? You can barely survive a transformation. You're weak." she replied in a triumphant tone. "This will be quick." Again she leapt at him. This time, he dodged to the left, and elbowed her back. Espia hit the floor, rolled, stood back up. She spat out some blood. "Is that _it_?" The same irksome laugh escaped her throat.

He growled in reply and charged, to be punched in the face and thrown back. Espia was indeed powerful. _What did I get myself into? _he screamed at himself. Brainy jumped out of the way of another lunge. So...that had to be her strategy. Jump and tear. Dodging was all he could do...unless he got her from the behind! He snapped out of his zoning when the enemy barked and tore at him from behind. Brainy barely got out of the way and pounced her back, and put his teeth on her throat. While she struggled and pushed her claws into the sides of his face, he kept at it, until she stopped said one thing.

"Go ahead. Kill me. I dare you, mutt." His morales kicked in at that comment and he pulled away before busting any important arteries. When he was out of reach, she shifted back to human, naked and curling up into a ball while blood poured from her wounds. The mousey brown-haired girl whimpered, begging for mercy. "Please don't...don't kill me...please..." she whispered, before adding, "Father...Mother..."

Brainiac 5 knew she was crazy; hopefully later he could convince the EDC to sent her off to Tacron Galtos. He almost pitied her. The sound of the door opening and a gasp drew his attention away from Espia.

Darklight was in the doorway.

**Author's Note: **Busted! Which is not...a good thing. At all. Was the chapter good? Bad? Was the battle long enough? Espia is indeed insane. Thank God she was sedated or she would have killed Brainy, and she wouldn't have cracked at the end there... I love Espia. She's got a good crapload of problems. I think you'll learn about them later on...including how she is the way she is. Darklight is a pretty big part of the fanfic, I have to admit. Is that a good thing or bad...?

I'm sorry for taking so long! I have no good excuse for this... And I don't think it was writer's block.

Thanks to all my faithful reviewers, keep 'em coming!

I look forward to the next chapter...

**'Til then, Sporkz.**


	6. Chapter 6

Darklight took a step back. Then she placed her arms in front of her, going into a fighting stance. If she had to fight this new thing, she would.

For some reason, the yellow beast didn't charge with its mouth wide open, dagger-like teeth ready to tear off a limb, as Darklight had expected. It just stood there, with what looked like a worried look in its green eyes. She looked down at the body behind the yellow creature. The person had a few cuts and scabs...and was that dried blood? So...this thing had attacked the prisoner. But then...where was Brainiac 5? Darky looked around the room quickly. She stopped, noticing pieces of cloth on the floor. One piece had a black-rimmed white semi-circle. The other half was next to it, on another torn piece. They both were surrounded by a pink-ish purple color. The same color as Brainiac 5's uniform.

She looked up, meeting the eyes of the strange monster. What had it done to Brainiac 5?! Her right hand turned black, the power inside ready to attack the werewolf with full force. Her hand pushed forward, a stream of pitch-black energy shooting off. It struck her enemy, and the beast took a step back.

It still didn't look like it was going to attack her. "Darklight...stop." it said, seeing her prepare for another attack.

"Wh-wha..." Her eyes widened. It talked...and in...Brainiac 5's voice. Her arms dropped to her sides.

He sighed. "I know it must be...strange to see me like this. I still don't really understand it." Brainiac 5 said after a few minutes of silence. He looked away when Darklight didn't reply; all she did was stare, lips parted enough to show the ends of her front teeth.

The six-foot-tall werewolf looked at one of his clawed hands. "I didn't even mean to transform. Hell, I didn't mean to transform last time either..." He tried to ignore the alien confusion and surprise Darklight was inadvertantly sending him. "But my emotions got the better of me...that's what I think might be linked to the transforming..."

His words were met by a croak. Then... "So...you're alive? Th-thank gods." Her mind was whirling with all the things she just found out. But one thing stood true: Brainiac 5 was not dead, or seriously injured. For some strange reason, that made her feel happier than ever before. This only lasted for a moment, and it left her surprised at herself.

"That's all you care about?" Brainy was completely surprised. He didn't know Darklight too much, but he would never expect anyone to care about him just being alive.

"I...I guess so." she replied, biting her lip. She was a bit embarassed, and felt stupid for what she had said.

There was another long pause.

"You're an idiot." Brainiac 5 said.

"I know."

--

It was an hour or so more before Brainiac 5 finally left the EDC. Darklight had called the guards, requesting some clothing and allowing Brainiac 5 to change before he reported that Espia should be moved to Tacron Galtos; the people at the Detention Center wouldn't be able to keep her in there forever. If she hadn't been drugged, he would have been dead.

The ride back to Legion HQ was mostly silent on Darky's side. Darklight had come without a mode of real transportation(which had been stupid in the long run), and when Brainiac 5 offered a ride back, she accepted with a nod. She had been unable to speak at all or look at Brainy for more than a few seconds. Slowly, she was understanding what had happened to her comrade, and the danger he was to her and others.

"The worst part of it is...I don't have a complete control over myself. I killed those cops from a report you probably received this morning, and I had broken into a store. And I killed them because they were shooting at me...all right, that's a lie. They were disturbing my peace- my temporary territory, and I was so confused I was vulnerable to myself. So, I ended up killing them. ...I didn't even stop myself. I didn't even try to." he said to an unresponsive audience. "And who's to say I won't kill again? I nearly killed the person who made me the way I am now." Brainy shivered, remembering the things she had implied. _You're not dead? Go ahead. Kill me. _He never wanted to be as twisted as the girl he had left on that floor. "Lupus Sapien Disease..." he muttered. He would have to look it up when they returned to the headquarters.

"Werewolf." Darklight mumbled to herself.

Brainiac looked at her. "What?"

"Werewolf. 'Man-wolf'. That's what you reminded me of when I first saw you." Her voice was still low, and she refused to look at him.

He blinked. "What's a 'werewolf'?" Darklight didn't reply. Brainy sighed and went back to driving. At least she was finally getting it. But feeling her do it was nagging at his nerves. He held back a growl and cranked up the speed.

--

"Hey there, Matt! Welcome back." Darklight jumped at her friend's voice behind her. Patch laughed, coming up next to her. "You're jumpy today...what's up? Where are ya going, anyways?"

_Don't tell anyone about this. Don't even_ think _about what happened, especially around Saturn Girl. The less people know, the better. I'll figure something out eventually. _Brainy's parting words played over in Darklight's head. "Scary movie last night." she lied. "Nothing new. I was going the the kitchen." The last sentence was true.

"Ah. So, I heard Elphaba was torn up at the EDC. Izzat true?"

"Don't call him that." Before they had entered the building, she had watched the green-skinned boy scratch himself up to make an alabi for the clothing. It still made her cringe when she thought about it.

"You didn't answer my question." Patch said, leaning forward to look at the side of Mattie's face. "What's up with you? That is not the face of my buddy that left with stars in her eyes to bring Elphy back. What's up?"

"I told you not to call him that."

"Mattt-iiie."

"What?"

"You're scaring me. All this serious crap. Did he yell at your or something? I could kick his ass for you."

Darklight bit back a giggle. Good old Patch. "No."

"Then what is it?" Patch asked, her dull brown eyes digging into Darky's violet.

"It's...it's nothing. I'd like to go to Brainy's lab. Meet you later?"

"Sim Chamber?"

She sighed. "Fine."

"Five PM Earthen Time. Meet you then!" Patch waved and walked on without her.

It hurt to treat her best friend like that, but Darklight knew that if she was prodded enough, she'd end up saying something. She couldn't do that to Brainy. It seemed to take forever to get to his lab. When she arrived, she hesitated before opening the door. _What if he's a werewolf again? _she had thought, going into panic mode. But upon looking inside, Brainiac 5 was human and working on a gun.

He looked up, killing the sparks his tool was making. "Hello, Darklight. ...What's the matter?" Brainy asked after a moment.

"N-nothing! I just wanted to see what you were up to?" She looked at the floor, feeling her face grow hot.

"Mm-hmm." He looked at her for a second, as if knowing she was lying. With no confessions, he pulled his goggles over his eyes and went back to work.

"What're you working on?" Darklight sat on top of an empty table.

"An automatic portal-maker."

"Oh. Speedy thing goes in, speedy thing comes out?"

He almost stopped working again. "What?"

"Nothing. I was just reminded of a video game. _Portal_."

"Mmhm." Brainy put the sparky device down and picked up another one. He moved to another section of the gun and played with wires. "So, why are you here? You do know that knowing what I am doesn't make us buddies or anything, right?"

She shifted her position. "I know." Her words were dull; she hadn't expected Brainiac 5's harsh words, but she should have. "Honestly, I don't really know why I'm here again. I think it's because I'm worried about you."

"Are you joking?" Production stopped, and he looked at her furiously. "The last thing I need is a rookie legionnaire acting mother because I'm a 'werewolf' now, if not dangerous to everyone in the building. What would you do if I lost all control? What _could_ you do? Barricade me in until I broke you? Interrupting my work just because you 'worry' about me is only wasting my and your valuable time."

Darklight was surprised and scared at how he had reacted to her honesty. "I-I'm sorry." She jumped off the table and backed towards the door. "I didn't mean to upset you." she whispered, allowing the door to shut and seperate her from the upset boy.

--

Brainy slammed his fist down on a clean counter. He shouldn't have exploded like that. Truthfully, the comment had rubbed him the wrong way, it wasn't in his nature to allow people to really worry about him, but yelling? That _was_ uncalled for. "Shit..." he groaned, tasting the blood in his mouth from biting his tongue with pointed teeth. _Not again...not again..._ he begged his body, falling to the floor. He closed his eyes. The last thing he wanted to see was his jaw stretch into a muzzle. He felt it push out painfully, but refused to see it all happen again. He didn't want to see his boots rip open to reveal clawed toes, his uniform tear up from the pressure of his new height, muscle, and thick fur.

But he did continue changing while he looked into darkness, no matter how much he begged himself to stop. He had little to no control over his transformation, which was almost as much of a problem as not having complete control over himself in werewolf form(but he didn't seem to have much control over his 'normal' self, either)

As the pain ebbed and he finished transforming, he opened his eyes. The lab wasn't as dark as it had been before, and he could see the difference between the older and newer tools that he couldn't detect before. Brainy stood up, again acknowledging his new height. "COMPUTO, put room 'Lab' on lockdown. Only allow Brainiac 5 authority to open door."

The HQ's computer system confirmed his request. Now no one could come in nor leave; he was stuck. It was too risky to leave his lab for the time being. Even if it was a tad small now and the scents of various chemicals were irritating his nose. _So now I'm stuck. I yell at the only person who understands what's going on with me because she 'worries about me', and I'm not fond of people that do that. Gods, what's wrong with me? Why can't I even control myself as a human? If I exploded before Cosmic Boy for a stupid reason, I could get suspended. And if I transformed in front of a legionnaire like him...? _He shuddered. Nothing good could come of that. It was lucky Darklight was willing to keep the secret. _What if my upsetting her caused her to tell? _Brainy thought randomly. Quickly, he tried to reason with himself. She was trustworthy, she wouldn't do something so stupid...but then, she was a girl, a teenaged girl with _hormones_.

He sighed, allowing himself to examine all the possibilities. He barely even knew Darklight on a personal level. Sure, she was always stupidly nice and stutter-y when she was around him during missions, but what could be under the surface? A ditch of insanity like Spark Girl?

A knock on the door brought him back to reality. One sniff told him it was Darklight. A nervous, unsure Madison Watkins daring to talk to a person she upset about an hour after she upset him. It made him wonder if she had any experience in that field at all.

"B-Brainy? Are you in there?"

Brainiac 5 hesitated. He could just stay silent, and she'd leave him alone to his thoughts; let him find his way out of this new problem. His tail flicked, some morality biting him and telling him not to be a lone wolf, he needed help. "Yes...I'm in here."

She took a deep breath. "Can I come in?"

"Is anyone with you?"

"No! ...Why would I bring anyone with me?"

_Why indeed. _"Before letting you in, I'm going to tell you this: I'm not human right now. Do you still want to come in?"

A long pause on the other side. Her heart beat sped up a bit. Good.

"Y-yes. I still want to come in."

He nodded, as if she could see him. "All right then. COMPUTO, start ten second unlock."

**Author's Note:** This...took...forever. Why? Because I went over it _millions_ of times. No this, yes that, no wait nix that 'yes', etc etc. And I wanted to make it long. 2,219 words, minus my little corner. Yay!

Now, onto more serious business: do not assume what I'm gonna do, as assume makes an ass out of you _and_ me. If I tell you I'm going to do something, I might do it. _If_ I remember to do it. I'm not saying that you can't be a good reader and predict, but never really expect anything, or jump to conclusions, like the pairing thing. This is for any oneshots or spin-offs I do while I'm working on this(like The Usual Suspects).

This is a 'bonding' chapter between Mattie and Brainy. Don't get any ideas, please. I don't remember if I mentioned this or not, but I didn't just add my OCs in to be background characters the whole time. Darklight is most likely a major character for the up-coming chapters. Most stories have at least one non-whatever-the-main-character-is know the secret, and be the support. I was initially thinking of having Shrinking Violet and Darklight, who was at that point a more nerdy character in my mind, know. But one, I can't really play Shrinking Violet correctly at this time(nor can do I Superman), and I think the path I chose is working out better for me, no? But I will _probably_ give Shrinking Violet a chance to be in the fanfic for some reason or other, because, let's face it she's a good character. This is _still_ not a BrainyVi fanfic. Thank you for your time, please review, I'm off to play BioShock now!

**Til then, Sporkz**


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